Core Insights - Fullbay has appointed Trent Broberg as the new CEO, effective September 22, 2025, succeeding Patrick McKittrick who is stepping down after four years to focus on family and personal reflection [1][4]. Company Overview - Fullbay is a platform designed to enhance the operational efficiency of heavy-duty repair shops and internal fleet maintenance departments, providing a turn-key solution that connects all business functions in real-time [5]. - Founded in 2014 and based in Phoenix, Arizona, Fullbay aims to deliver operational excellence, preventive maintenance solutions, and inventory management optimization [5]. Leadership Transition - Trent Broberg brings extensive experience in the transportation and logistics sector, having previously served as CEO of ACERTUS and COO at Truckstop.com, along with nearly a decade at Swift Transportation [2]. - Patrick McKittrick has led Fullbay through significant growth, strengthening customer relationships and securing strategic investments, including from JMI Equity and Mainsail Partners [3][6]. - The leadership transition is designed to ensure continuity and a seamless handoff for employees, customers, and partners, with the existing leadership team remaining in place [4][6]. Future Direction - Broberg expressed enthusiasm for driving innovation as an AI-first company and enhancing value for customers and the industry [3]. - The transition is seen as a pivotal moment for Fullbay, marking the beginning of a new era focused on growth and innovation in the commercial repair industry [5].

Core Insights - Wabash has formed a strategic partnership with Global Tank to enhance its tank trailer segment and expand its dealer network across the United States [1][6] - The partnership allows Wabash to extend its tank offerings into new states, increasing customer access and service capabilities [2][4] - Global Tank will integrate Wabash's tank trailer portfolio into its offerings, enhancing service for tank fleets and supporting regional market growth [4][5] Company Overview - Wabash is a leader in supply chain solutions, focusing on transportation, logistics, and infrastructure markets, with a diverse product range including tank trailers [7] - Global Tank specializes in full-service solutions for liquid and dry bulk tank trailer rental, sales, transport, and storage [8] Partnership Details - The partnership will initially expand Wabash's tank trailer offerings into states such as Kansas, Missouri, and Colorado, among others [2][3] - Global Tank will add experienced sales and leasing representatives to Wabash's dealer network, enhancing local customer support [3][6] - The collaboration aims to improve customer experience through expanded product access and regional service support [6]

Core Insights - Wabash has expanded its partnership with Excel Trailer Group to enhance service offerings and extend its dealer network across the Southeast, specifically into North and South Carolina [1][2][5] Group 1: Partnership Expansion - The expanded partnership aims to improve customer access to trailers, parts, and services throughout the United States, thereby strengthening Wabash's dealer network in the Southeast [2][5] - Excel Truck Group operates 12 locations across Virginia, North Carolina, and South Carolina, including established service hubs and a new dealership in Rock Hill, SC [3][7] Group 2: Service and Support - Excel Trailer will provide sales and service support for Wabash's complete truck body and trailer portfolio, enhancing customer access to Wabash trailers and genuine parts [4][5] - The partnership emphasizes the importance of exceptional customer service and scalable infrastructure, which are critical for reducing downtime and maintaining smooth operations for customers [4][5] Group 3: Company Profiles - Wabash combines physical and digital technologies to deliver innovative supply chain solutions across transportation, logistics, and infrastructure markets, with a focus on optimizing operations [6] - Excel Truck Group is a family-run dealership network that offers a wide range of trailer and truck solutions, serving various industries including transportation, construction, and logistics [7]

```markdown [PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents Wabash National Corporation's unaudited condensed consolidated financial statements and management's analysis [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Wabash National Corporation's unaudited condensed consolidated financial statements and notes for Q2 2025 and FY2024 are presented [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20at%20June%2030%2C%202025%20and%20December%2031%2C%202024) This section provides a snapshot of the company's assets, liabilities, and equity at June 30, 2025, and December 31, 2024 | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------- | :------------------------ | :------------------ | | **Assets** | | | | Total current assets | $623.9 million | $594.5 million | | Property, plant, and equipment, net | $327.9 million | $339.2 million | | Goodwill | $196.7 million | $188.4 million | | Total assets | $1,376.0 million | $1,411.5 million | | **Liabilities and Stockholders' Equity** | | | | Total current liabilities | $372.4 million | $308.4 million | | Long-term debt | $437.5 million | $397.1 million | | Total liabilities | $989.6 million | $1,221.7 million | | Total Wabash National Corporation stockholders' equity | $385.2 million | $188.8 million | | Total liabilities, noncontrolling interest, and equity | $1,376.0 million | $1,411.5 million | - Total assets decreased by **$35.495 million** from December 31, 2024, to June 30, 2025, primarily due to a decrease in cash and cash equivalents and property, plant, and equipment, net, partially offset by increases in accounts receivable and prepaid expenses[10](index=10&type=chunk) - Total stockholders' equity significantly increased by **$196.387 million**, from **$188.830 million** at December 31, 2024, to **$385.217 million** at June 30, 2025[10](index=10&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) This section details the company's net sales, gross profit, operating income, and net income for Q2 and H1 2025 and 2024 | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $458.8 million | $550.6 million | $839.7 million | $1,065.9 million | | Gross profit | $41.4 million | $89.7 million | $60.4 million | $166.1 million | | (Loss) income from operations | $(4.8) million | $43.8 million | $309.8 million | $73.3 million | | Net (loss) income attributable to common stockholders | $(9.6) million | $29.0 million | $221.4 million | $47.1 million | | Basic EPS | $(0.23) | $0.65 | $5.24 | $1.04 | | Diluted EPS | $(0.23) | $0.64 | $5.21 | $1.03 | | Dividends declared per share | $0.08 | $0.08 | $0.16 | $0.16 | - Net sales decreased by **16.7%** for the three months ended June 30, 2025, and by **21.2%** for the six months ended June 30, 2025, compared to the prior year periods[12](index=12&type=chunk) - The company reported a net loss attributable to common stockholders of **$(9.589) million** for the three months ended June 30, 2025, a significant decline from a net income of **$28.958 million** in the prior year period. However, for the six months ended June 30, 2025, net income attributable to common stockholders increased substantially to **$221.352 million** from **$47.125 million** in the prior year, largely influenced by a **$342 million** reduction in product liability charges[12](index=12&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) [Condensed Consolidated Statements of Comprehensive (Loss) Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Income%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) This section presents the company's net income and other comprehensive income (loss) for Q2 and H1 2025 and 2024 | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net (loss) income | $(9.603) million | $29.204 million | $221.593 million | $47.491 million | | Total other comprehensive income (loss) | $2.248 million | $(2.133) million | $3.027 million | $(1.673) million | | Comprehensive (loss) income attributable to common stockholders | $(7.341) million | $26.825 million | $224.379 million | $45.452 million | - Total other comprehensive income (loss) shifted from a loss of **$(2.133) million** in Q2 2024 to an income of **$2.248 million** in Q2 2025, primarily due to positive foreign currency translation adjustments and unrealized gains on derivative instruments[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20six%20months%20ended%20June%2030%2C%202025%20and%202024) This section outlines the company's cash flows from operating, investing, and financing activities for H1 2025 and 2024 | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(16.106) million | $(6.388) million | | Net cash used in investing activities | $(47.786) million | $(43.388) million | | Net cash provided by (used in) financing activities | $5.831 million | $(52.210) million | | Net decrease in cash and cash equivalents | $(58.061) million | $(101.986) million | | Cash and cash equivalents at end of period | $57.423 million | $77.285 million | - Net cash used in operating activities increased to **$(16.106) million** in the first six months of 2025 from **$(6.388) million** in the prior year, primarily due to net income adjustments for non-cash legal matter expenses[17](index=17&type=chunk)[179](index=179&type=chunk) - Financing activities provided **$5.831 million** in the first six months of 2025, a significant improvement from using **$(52.210) million** in the prior year, driven by net borrowings under the Revolving Credit Agreement[17](index=17&type=chunk)[181](index=181&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%20and%202024) This section details changes in stockholders' equity, including net income, repurchases, and dividends, for Q2 and H1 2025 and 2024 | Metric | Balances at Dec 31, 2024 | Balances at June 30, 2025 | Balances at Dec 31, 2023 | Balances at June 30, 2024 | | :-------------------------------- | :----------------------- | :------------------------ | :----------------------- | :------------------------ | | Total Stockholders' Equity | $188.8 million | $385.2 million | $549.5 million | $550.4 million | | Net income attributable to common stockholders for the period (6 months) | N/A | $221.4 million | N/A | $47.1 million | | Stock repurchases (6 months) | N/A | $(26.9) million | N/A | $(43.8) million | | Common stock dividends (6 months) | N/A | $(6.7) million | N/A | $(7.3) million | - Total stockholders' equity increased significantly from **$188.830 million** at December 31, 2024, to **$385.217 million** at June 30, 2025, primarily due to net income attributable to common stockholders[19](index=19&type=chunk) - The company repurchased **1,085,489** shares for **$10.412 million** in Q2 2025 and **1,033,764** shares for **$16.504 million** in Q1 2025, totaling **$26.916 million** for the six months ended June 30, 2025[19](index=19&type=chunk)[209](index=209&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations of accounting policies, significant transactions, and financial disclosures for the consolidated statements [1. Business Description & Basis of Presentation](index=9&type=section&id=1.%20DESCRIPTION%20OF%20THE%20BUSINESS%20%26%20BASIS%20OF%20PRESENTATION) This note describes Wabash National Corporation's business, products, and the basis for preparing its unaudited condensed consolidated financial statements - Wabash National Corporation, founded in **1985**, designs, manufactures, and services a diverse range of transportation products, including dry freight and refrigerated trailers, tank trailers, truck bodies, and structural composite panels. The company's financial statements are condensed and unaudited, prepared in accordance with SEC rules and GAAP, and consolidate controlled subsidiaries[23](index=23&type=chunk)[24](index=24&type=chunk) [2. New Accounting Pronouncements](index=9&type=section&id=2.%20NEW%20ACCOUNTING%20PRONOUNCEMENTS) This note discusses recently issued accounting pronouncements and their potential impact on the company's financial statements - The FASB issued ASU **2023-09** (Income Taxes) in December **2023**, effective for annual periods after December **15**, **2024**, requiring enhanced income tax disclosures including tabular tax rate reconciliation and disaggregation of net income taxes paid. The Company is evaluating its impact[26](index=26&type=chunk) - ASU No. **2024-03** (Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures) was issued in November **2024**, requiring additional disclosure of expense nature, effective for annual periods after December **15**, **2026**. The Company is evaluating its effect[27](index=27&type=chunk) [3. Revenue Recognition](index=9&type=section&id=3.%20REVENUE%20RECOGNITION) This note outlines the company's policies for recognizing revenue from product sales and service work, including timing and measurement - Revenue is recognized when control of products (trailers, equipment, parts) or completion of service work is transferred to the customer, measured by the expected consideration. Shipping and handling fees are included in Net sales, with associated costs in Cost of sales[28](index=28&type=chunk)[29](index=29&type=chunk) [4. Business Combinations](index=10&type=section&id=4.%20BUSINESS%20COMBINATIONS) This note details the company's recent acquisition of TrailerHawk.ai, LLC, including the purchase price, consideration, and goodwill recognized - On February **3**, **2025**, Wabash acquired TrailerHawk.ai, LLC for an initial purchase price of **$2.5 million** (less **$0.8 million** allowance for development), plus the release of **$3.0 million** in convertible promissory notes and accrued interest, and contingent earnout consideration up to **$15.0 million** over seven years[31](index=31&type=chunk) - The acquisition resulted in **$8.2 million** of Goodwill recognized as of June **30**, **2025**, and is included within the Parts and Services reportable segment[31](index=31&type=chunk) [5. Goodwill & Other Intangible Assets](index=10&type=section&id=5.%20GOODWILL%20%26%20OTHER%20INTANGIBLE%20ASSETS) This note provides a breakdown of goodwill by segment and details changes, primarily from the Trailerhawk.AI, LLC acquisition | Segment | Net Balance as of Dec 31, 2024 (in millions) | Acquisition of Trailerhawk AI, LLC (in millions) | Effects of Foreign Currency (in millions) | Net Balance as of June 30, 2025 (in millions) | | :----------------------- | :----------------------------- | :------------------------------- | :-------------------------- | :------------------------------ | | Transportation Solutions | $120.5 million | $— | $(0.0) million | $120.5 million | | Parts & Services | $67.9 million | $8.2 million | $(0.0) million | $76.1 million | | Total | $188.4 million | $8.2 million | $(0.0) million | $196.7 million | - Goodwill increased by **$8.209 million** from December 31, 2024, to June 30, 2025, primarily due to the acquisition of Trailerhawk.AI, LLC, which added **$8.220 million** to the Parts & Services segment[33](index=33&type=chunk) [6. Noncontrolling Interest, VIEs and Investments](index=11&type=section&id=6.%20NONCONTROLLING%20INTEREST%2C%20VARIABLE%20INTEREST%20ENTITIES%20(%22VIEs%22)%20AND%20INVESTMENTS) This note describes the company's investments in Linq Venture Holdings LLC, Wabash Parts LLC, and UpLabs Ventures, LLC [Linq Venture Holdings LLC](index=12&type=section&id=Linq%20Venture%20Holdings%20LLC) This section details Wabash's 49% ownership in Linq Venture Holdings LLC, its VIE classification, and equity method accounting - Wabash holds **49%** ownership in Linq Venture Holdings LLC, a digital marketplace for the transportation and logistics distribution industry, and has provided a **$25 million** revolving line of credit (Wabash Note)[44](index=44&type=chunk)[47](index=47&type=chunk) - Linq is classified as a Variable Interest Entity (VIE), but Wabash is not the primary beneficiary, accounting for its investment using the equity method. The Company's maximum exposure to loss is limited to its initial capital contribution and amounts borrowed under the Wabash Notes[46](index=46&type=chunk)[48](index=48&type=chunk) | Metric | 2025 (Six Months) (in millions) | 2024 (Six Months) (in millions) | | :-------------------------------- | :------------------ | :------------------ | | Balance at January 1 | $0.0 million | $1.6 million | | Loss from unconsolidated entity | $(4.0) million | $(2.9) million | | Equity deficit applied to note | $4.0 million | $1.3 million | | Balance at June 30 | $0.0 million | $0.0 million | [Wabash Parts LLC](index=13&type=section&id=Wabash%20Parts%20LLC) This section describes Wabash's 50% ownership in Wabash Parts LLC, its consolidation as a VIE, and related financial balances - Wabash holds **50%** ownership in Wabash Parts LLC (WP), a parts and services distribution platform, and is deemed the primary beneficiary, thus consolidating WP's financial results within the Parts & Services segment[51](index=51&type=chunk)[53](index=53&type=chunk) | Metric | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :-------------------------------- | :------------ | :---------------- | | Total assets | $8.0 million | $6.5 million | | Total liabilities | $4.9 million | $4.5 million | | Noncontrolling interest balance at June 30 | $1.2 million | $0.4 million | [UpLabs Ventures, LLC](index=15&type=section&id=UpLabs%20Ventures%2C%20LLC) This section outlines Wabash's investment in UpLabs Ventures, LLC, for venture labs focused on mobility and digital solutions - In Q3 **2024**, Wabash established a collaborative framework with UpLabs Ventures, LLC, investing **$6.0 million** to launch venture labs focused on mobility and digital solutions, recorded as a cost method investment in unconsolidated entities[55](index=55&type=chunk)[56](index=56&type=chunk) [7. Inventories, Net](index=15&type=section&id=7.%20INVENTORIES%2C%20NET) This note provides a detailed breakdown of the company's inventory components and changes from December 31, 2024, to June 30, 2025 | Inventory Component | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :------------------------ | :------------ | :---------------- | | Raw materials and components | $141.3 million | $135.0 million | | Finished goods | $89.1 million | $92.7 million | | Work in progress | $11.6 million | $16.0 million | | Aftermarket parts | $8.2 million | $7.7 million | | Used trailers | $2.3 million | $7.5 million | | Total Inventories, net | $252.5 million | $258.8 million | - Total inventories, net, decreased by **$6.371 million** from **$258.825 million** at December 31, 2024, to **$252.454 million** at June 30, 2025, primarily due to decreases in finished goods, work in progress, and used trailers, partially offset by an increase in raw materials and components[58](index=58&type=chunk) [8. Prepaid Expenses and Other](index=15&type=section&id=8.%20PREPAID%20EXPENSES%20AND%20OTHER) This note details prepaid expenses and other current assets, highlighting increases in chassis converter pool agreements and tax receivables | Component | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :------------------------------------ | :------------ | :---------------- | | Chassis converter pool agreements | $86.5 million | $57.1 million | | Income tax receivables | $22.0 million | $10.3 million | | Insurance premiums & maintenance/subscription agreements | $11.1 million | $5.6 million | | Commodity swap contracts | $2.0 million | $0.2 million | | All other | $2.7 million | $3.1 million | | Total Prepaid expenses and other | $124.3 million | $76.2 million | - Prepaid expenses and other current assets increased by **$48.082 million** from **$76.233 million** at December 31, 2024, to **$124.315 million** at June 30, 2025, largely driven by an increase in chassis converter pool agreements and income tax receivables[59](index=59&type=chunk) [9. Debt](index=16&type=section&id=9.%20DEBT) This note describes the company's Senior Notes and Revolving Credit Agreement, including terms, balances, and covenant compliance [Senior Notes](index=16&type=section&id=Senior%20Notes) This section details the $400 million 4.50% unsecured Senior Notes due 2028, including interest payments and covenant compliance - Wabash has **$400 million** in **4.50%** unsecured Senior Notes due October **15**, **2028**, with interest paid semi-annually. The company was in compliance with all covenants as of June **30**, **2025**[61](index=61&type=chunk)[66](index=66&type=chunk) | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Contractual coupon interest expense | $4.5 million | $4.5 million | $9.0 million | $9.0 million | | Accretion of fees | $0.2 million | $0.2 million | $0.4 million | $0.3 million | [Revolving Credit Agreement](index=17&type=section&id=Revolving%20Credit%20Agreement) This section describes the $350 million revolving credit facility, its maturity, outstanding balance, and covenant compliance - The company has a **$350 million** revolving credit facility maturing September **23**, **2027**, with an option to increase by **$175 million**. As of June **30**, **2025**, **$40.0 million** was outstanding, and the company was in compliance with all covenants[69](index=69&type=chunk)[72](index=72&type=chunk)[76](index=76&type=chunk) | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Interest expense | $0.6 million | $0.2 million | $0.8 million | $0.4 million | | Principal borrowings | $20.5 million | $0.2 million | $40.9 million | $0.4 million | | Principal payments | $0.5 million | $0.2 million | $0.9 million | $0.4 million | [10. Financial Derivative Instruments](index=18&type=section&id=10.%20FINANCIAL%20DERIVATIVE%20INSTRUMENTS) This note explains the company's use of commodity swap contracts to hedge price fluctuations, notional amounts, and accounting treatment - Wabash uses commodity swap contracts to mitigate commodity price fluctuations, with notional amounts of **$17.7 million** as of June **30**, **2025**. These are designated as cash flow hedges, with effective portions recognized in Accumulated Other Comprehensive Income (Loss) (AOCI)[79](index=79&type=chunk)[80](index=80&type=chunk) | Metric | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :-------------------------------- | :------------ | :---------------- | | Commodity swap contracts (asset) | $2.0 million | $0.2 million | | Commodity swap contracts (liability) | $(0.0) million | $(0.3) million | | Total derivatives designated as hedging instruments | $1.9 million | $(0.1) million | - The company expects to reclassify approximately **$1.9 million** of pretax deferred gains from AOCI to cost of sales over the next **12** months[81](index=81&type=chunk) [11. Leases](index=18&type=section&id=11.%20LEASES) This note details the company's activities as both a lessee and lessor, including ROU assets, lease liabilities, and lease income [Lessee Activities](index=18&type=section&id=Lessee%20Activities) This section outlines the company's accounting for leased assets and liabilities, excluding short-term leases, and related costs - Wabash records right-of-use (ROU) assets and lease liabilities for most leases, excluding those with terms of **12** months or less. Leased assets obtained in exchange for new operating lease liabilities totaled approximately **$3.0 million** for the six months ended June **30**, **2025**, down from **$5.4 million** in the prior year[82](index=82&type=chunk)[84](index=84&type=chunk) | Metric | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :-------------------------------- | :------------ | :---------------- | | Total leased ROU assets | $33.3 million | $36.4 million | | Total lease liabilities | $33.3 million | $36.4 million | | Operating lease cost (6 months) | $7.1 million | $5.7 million | | Weighted average remaining lease term (years) | 3.2 | 3.5 | | Weighted average discount rate | 5.54% | 5.38% | [Lessor and Sublessor Activities](index=20&type=section&id=Lessor%20and%20Sublessor%20Activities) This section describes the company's leasing of dry van trailers, including lease terms, income recognition, and future receipts - Wabash leases dry van trailers under full-service and operating lease agreements, with initial terms generally three to five years. Lease income is included in Net sales within the Parts & Services segment[87](index=87&type=chunk)[89](index=89&type=chunk)[91](index=91&type=chunk) | Metric | Three Months Ended June 30, 2025 (in millions) | Three Months Ended June 30, 2024 (in millions) | Six Months Ended June 30, 2025 (in millions) | Six Months Ended June 30, 2024 (in millions) | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Fixed lease income | $1.0 million | $0.6 million | $1.7 million | $1.2 million | | Total lease income | $1.0 million | $0.6 million | $1.7 million | $1.2 million | | Future Contractual Receipts (Operating Leases) | Amount (in millions) | | :--------------------------------------------- | :------------------- | | 2025 (remainder) | $1.0 million | | 2026 | $2.1 million | | 2027 | $1.9 million | | 2028 | $1.2 million | | Total contractual receipts | $6.2 million | [12. Other Accrued Liabilities](index=22&type=section&id=12.%20OTHER%20ACCRUED%20LIABILITIES) This note provides a breakdown of other accrued liabilities, including warranty, chassis agreements, payroll, and customer deposits | Component | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :-------------------------------- | :------------ | :---------------- | | Warranty | $15.3 million | $17.0 million | | Chassis converter pool agreements | $84.6 million | $57.1 million | | Payroll and related taxes | $20.3 million | $12.9 million | | Customer deposits | $30.9 million | $31.0 million | | Self-insurance | $10.9 million | $12.2 million | | Accrued interest | $4.0 million | $3.8 million | | Operating lease obligations | $12.5 million | $11.8 million | | Accrued taxes | $7.5 million | $6.6 million | | All other | $8.0 million | $9.3 million | | Total Other accrued liabilities | $194.0 million | $161.7 million | - Total other accrued liabilities increased by **$32.335 million** from **$161.671 million** at December 31, 2024, to **$194.006 million** at June 30, 2025, primarily due to increases in chassis converter pool agreements and payroll and related taxes[92](index=92&type=chunk) - The product warranty accrual decreased from **$16.958 million** at January **1**, **2025**, to **$15.299 million** at June **30**, **2025**, with provisions of **$1.287 million** and payments of **$(2.946) million** during the period[92](index=92&type=chunk) [13. Fair Value Measurements](index=22&type=section&id=13.%20FAIR%20VALUE%20MEASUREMENTS) This note describes the company's fair value measurements for financial instruments, including recurring measurements and estimated debt fair value [Recurring Fair Value Measurements](index=22&type=section&id=Recurring%20Fair%20Value%20Measurements) This section details the company's recurring fair value measurements for mutual funds, life-insurance contracts, and commodity swap contracts - Wabash uses a three-level valuation hierarchy for fair value measurements. Mutual funds are classified as Level **1**, while life-insurance contracts and commodity swap contracts are classified as Level **2**[93](index=93&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) | Asset / (Liability) | June 30, 2025 (Fair Value, in millions) | December 31, 2024 (Fair Value, in millions) | | :------------------------ | :--------------------------- | :----------------------------- | | Commodity swap contracts | $1.9 million | $(0.1) million | | Mutual funds | $16.3 million | $14.4 million | | Life-insurance contracts | $22.9 million | $22.4 million | [Estimated Fair Value of Debt](index=23&type=section&id=Estimated%20Fair%20Value%20of%20Debt) This section provides the estimated fair value of the company's Senior Notes and Revolving Credit Agreement, and their valuation methods - The fair value of Senior Notes due **2028** is based on third-party pricing sources and classified as Level **2**. The carrying value of Revolving Credit Agreement borrowings approximates fair value due to regular interest rate adjustments[98](index=98&type=chunk) | Instrument | June 30, 2025 (Carrying Value, in millions) | June 30, 2025 (Fair Value, in millions) | December 31, 2024 (Carrying Value, in millions) | December 31, 2024 (Fair Value, in millions) | | :----------------------- | :----------------------------- | :------------------------- | :--------------------------------- | :----------------------------- | | Senior Notes due 2028 | $397.5 million | $361.2 million | $397.1 million | $363.4 million | | Revolving Credit Agreement | $40.0 million | $40.0 million | $0.0 million | $0.0 million | | Total debt | $437.5 million | $401.2 million | $397.1 million | $363.4 million | [14. Commitments and Contingencies](index=23&type=section&id=14.%20COMMITMENTS%20AND%20CONTINGENCIES) This note discloses the company's legal proceedings, product liability claims, environmental disputes, and chassis converter pool agreements [Litigation](index=23&type=section&id=Litigation) This section discusses the company's involvement in various legal proceedings, including a significant product liability matter - Wabash is involved in numerous legal proceedings, including a significant product liability matter. Management believes existing proceedings will not materially impact financial condition or liquidity, except as noted for the Product Liability Matter[100](index=100&type=chunk) [Product Liability Claims](index=24&type=section&id=Product%20Liability%20Claims) This section details the significant product liability matter, including the jury award, subsequent reduction, and the company's appeal - In the Product Liability Matter, a jury initially awarded **$11.5 million** in compensatory damages and **$450 million** in punitive damages. On March **20**, **2025**, the punitive damages were reduced to **$108 million**, resulting in an Adjusted Award of **$11.5 million** compensatory and **$108 million** punitive damages[101](index=101&type=chunk) - Wabash recognized a **$342 million** reduction to the charge taken in Q4 **2024** and accrued a **$3.2 million** contingent liability for penalty costs in Q2 **2025**. As of June **30**, **2025**, the aggregate liability for this matter is **$122.7 million**, with a **$11.5 million** receivable for compensatory damages covered by insurance[102](index=102&type=chunk) - The company believes the Adjusted Award is abnormally high and not supported by facts or law, and has filed a notice of appeal, evaluating all legal options[103](index=103&type=chunk) [Environmental Disputes](index=24&type=section&id=Environmental%20Disputes) This section describes the company's involvement in environmental disputes at the Philip Services Site and Lafayette, Indiana Site - Wabash is a potentially responsible party (PRP) for the Philip Services Site in South Carolina, with a requested settlement payment deemed immaterial. For the Lafayette, Indiana Site, investigations confirm Wabash properties are not the source of contamination, and no material adverse effect is expected[105](index=105&type=chunk)[106](index=106&type=chunk) [Chassis Converter Pool Agreements](index=25&type=section&id=Chassis%20Converter%20Pool%20Agreements) This section explains the company's agreements for obtaining vehicle chassis and the outstanding amounts included in accrued liabilities - Wabash obtains vehicle chassis under converter pool agreements, where manufacturers retain control until reassignment to dealers. As of June **30**, **2025**, outstanding chassis converter pool agreements totaled **$84.6 million**, included in Other accrued liabilities[107](index=107&type=chunk) [15. Net Income Per Common Share](index=26&type=section&id=15.%20NET%20INCOME%20PER%20COMMON%20SHARE) This note presents the basic and diluted earnings per share (EPS) and weighted average common shares outstanding for the reported periods | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic EPS | $(0.23) | $0.65 | $5.24 | $1.04 | | Diluted EPS | $(0.23) | $0.64 | $5.21 | $1.03 | | Weighted average common shares outstanding (Basic) | 41,753 | 44,896 | 42,231 | 45,139 | | Weighted average common shares outstanding (Diluted) | 41,753 | 45,365 | 42,458 | 45,751 | - Basic and diluted EPS for the three months ended June **30**, **2025**, were **$(0.23)**, a decrease from **$0.65** and **$0.64** respectively in the prior year. For the six months ended June **30**, **2025**, basic EPS increased to **$5.24** from **$1.04**, and diluted EPS increased to **$5.21** from **$1.03**[110](index=110&type=chunk) [16. Stock-Based Compensation](index=26&type=section&id=16.%20STOCK-BASED%20COMPENSATION) This note describes the company's stock-based compensation plan, including restricted stock units and unrecognized compensation costs - Wabash recognizes share-based payments at grant date fair value, granting restricted stock units with service, performance, and/or market conditions. Unrecognized compensation costs related to these awards totaled **$17.5 million** at June **30**, **2025**, to be expensed through **2028**[111](index=111&type=chunk) [17. Stockholders' Equity](index=27&type=section&id=17.%20STOCKHOLDERS'%20EQUITY) This note details changes in stockholders' equity, including share repurchase programs, common/preferred stock, and accumulated other comprehensive income [Share Repurchase Program](index=27&type=section&id=Share%20Repurchase%20Program) This section outlines the Board-approved share repurchase program, its remaining authorization, and shares repurchased - The Board approved an additional **$150 million** share repurchase program on February **15**, **2024**, expiring in February **2027**. As of June **30**, **2025**, **$100 million** remained available under the program[112](index=112&type=chunk) [Common and Preferred Stock](index=27&type=section&id=Common%20and%20Preferred%20Stock) This section specifies the authorized shares of common and preferred stock, along with their par values - The Board of Directors is authorized to issue up to **200 million** shares of common stock and **25 million** shares of unclassed preferred stock, both with a par value of **$0.01** per share[113](index=113&type=chunk) [Accumulated Other Comprehensive Income (Loss)](index=27&type=section&id=Accumulated%20Other%20Comprehensive%20Income%20(Loss)) This section details the components of accumulated other comprehensive income (loss), including foreign currency translation and derivatives | Component | Balances at Dec 31, 2024 (in millions) | Net Change (6 months ended June 30, 2025, in millions) | Balances at June 30, 2025 (in millions) | | :------------------------ | :----------------------- | :---------------------------------------- | :------------------------ | | Foreign Currency Translation | $(3.0) million | $1.3 million | $(1.7) million | | Derivative Instruments | $(0.2) million | $1.7 million | $1.5 million | | Total | $(3.2) million | $3.0 million | $(0.2) million | - Accumulated Other Comprehensive Loss improved from **$(3.229) million** at December **31**, **2024**, to **$(202) million** at June **30**, **2025**, driven by net unrealized gains on derivative instruments and foreign currency translation adjustments[114](index=114&type=chunk) [18. Income Taxes](index=28&type=section&id=18.%20INCOME%20TAXES) This note presents the company's income tax benefit/expense and effective tax rates for Q2 and H1 2025 and 2024 | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax (benefit) expense | $(2.692) million | $9.768 million | $75.409 million | $16.191 million | | Effective tax rate | 21.9% | 25.1% | 25.4% | 25.4% | - The company recognized an income tax benefit of **$2.7 million** in Q2 **2025**, compared to an expense of **$9.8 million** in Q2 **2024**. For the six months ended June **30**, **2025**, income tax expense was **$75.4 million**, significantly higher than **$16.2 million** in the prior year, with effective tax rates of **25.4%** for both periods[116](index=116&type=chunk) [19. Segments](index=28&type=section&id=19.%20SEGMENTS) This note provides financial information by reportable segment, including net sales, gross profit, and income from operations [a. Segment Reporting](index=28&type=section&id=a.%20Segment%20Reporting) This section defines the company's Transportation Solutions and Parts & Services segments and presents their financial results - Wabash operates in two reportable segments: Transportation Solutions (TS), focusing on design and manufacturing of transportation equipment, and Parts & Services (P&S), encompassing parts, services, upfitting, composites, and engineered products[117](index=117&type=chunk)[120](index=120&type=chunk) | Metric (Three Months Ended June 30, 2025) | Transportation Solutions (in millions) | Parts & Services (in millions) | Consolidated (in millions) | | :---------------------------------------- | :----------------------- | :--------------- | :----------- | | External net sales | $399.4 million | $59.5 million | $458.8 million | | Gross profit | $28.6 million | $12.8 million | $41.4 million | | Income (loss) from operations | $12.5 million | $9.1 million | $(4.8) million | | Metric (Six Months Ended June 30, 2025) | Transportation Solutions (in millions) | Parts & Services (in millions) | Consolidated (in millions) | | :--------------------------------------- | :----------------------- | :--------------- | :----------- | | External net sales | $728.4 million | $111.3 million | $839.7 million | | Gross profit | $37.0 million | $23.4 million | $60.4 million | | Income (loss) from operations | $2.7 million | $16.0 million | $309.8 million | [b. Product Information](index=31&type=section&id=b.%20Product%20Information) This section provides a breakdown of consolidated net sales by product category, highlighting the contribution of new trailers | Product Category (Three Months Ended June 30, 2025) | Consolidated Net Sales (in millions) | Percentage of Total | | :-------------------------------------------------- | :--------------------- | :------------------ | | New trailers | $312.2 million | 68.0% | | Used trailers | $1.1 million | 0.2% | | Components, parts and services | $32.8 million | 7.1% | | Equipment and other | $112.8 million | 24.6% | | Total net sales | $458.8 million | 100.0% | | Product Category (Six Months Ended June 30, 2025) | Consolidated Net Sales (in millions) | Percentage of Total | | :------------------------------------------------ | :--------------------- | :------------------ | | New trailers | $545.5 million | 65.0% | | Used trailers | $2.6 million | 0.3% | | Components, parts and services | $64.3 million | 7.7% | | Equipment and other | $227.3 million | 27.1% | | Total net sales | $839.7 million | 100.0% | - New trailers remain the largest product category, accounting for **68.0%** of consolidated net sales in Q2 **2025** and **65.0%** for the six months ended June **30**, **2025**[124](index=124&type=chunk) [21. Subsequent Events](index=31&type=section&id=21.%20SUBSEQUENT%20EVENTS) This note discloses subsequent events, including the signing of the One Big Beautiful Bill and its expected immaterial financial impact - On July **4**, **2025**, the One Big Beautiful Bill was signed into legislation, introducing tax incentives and provisions. Wabash is evaluating its impact but does not expect a material effect on consolidated financial statements[125](index=125&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Wabash National Corporation's financial performance, condition, liquidity, capital resources, and future outlook [Results of Operations](index=35&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, including net sales, gross profit, and operating income, for Q2 and H1 2025 vs 2024 | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $458.8 million | $550.6 million | $839.7 million | $1,065.9 million | | Gross profit margin | 9.0% | 16.3% | 7.2% | 15.6% | | (Loss) income from operations | $(4.8) million | $43.8 million | $309.8 million | $73.3 million | | Net (loss) income | $(9.6) million | $29.2 million | $221.6 million | $47.5 million | - Net sales decreased by **16.7%** in Q2 **2025** and **21.2%** in the first six months of **2025**, primarily due to lower new trailer and truck body shipments. Gross profit margin declined significantly to **9.0%** in Q2 **2025** from **16.3%** in Q2 **2024**, driven by lower sales volumes[129](index=129&type=chunk)[132](index=132&type=chunk)[138](index=138&type=chunk)[145](index=145&type=chunk)[150](index=150&type=chunk) - General and administrative expenses increased by **$3.0 million** in Q2 **2025** due to impacts from the Product Liability Matter, but decreased by **$338.3 million** for the six months ended June **30**, **2025**, due to a **$342 million** reduction in the product liability charge[130](index=130&type=chunk)[140](index=140&type=chunk)[152](index=152&type=chunk) [Three Months Ended June 30, 2025 Compared with the Three Months Ended June 30, 2024](index=36&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20Compared%20with%20the%20Three%20Months%20Ended%20June%2030%2C%202024) This section compares the company's financial results for the three months ended June 30, 2025, against the same period in 2024 | Segment Sales (prior to eliminations) | Q2 2025 (in millions) | Q2 2024 (in millions) | Change Amount (in millions) | Change % | | :------------------------------------ | :------ | :------ | :------------ | :------- | | Transportation Solutions | $400.2 million | $498.7 million | $(98.5) million | (19.7%) | | Parts & Services | $59.7 million | $54.9 million | $4.8 million | 8.8% | | Total Net Sales | $458.8 million | $550.6 million | $(91.8) million | (16.7%) | - New trailer shipments decreased by **6.5%** (**605** units) and new truck body shipments decreased by **18.7%** (**735** units) in Q2 **2025** compared to Q2 **2024**[132](index=132&type=chunk) - TS segment gross profit decreased by **$46.089 million** (**61.7%**) to **$28.6 million**, primarily due to lower dry van shipments. P&S segment gross profit decreased by **$2.169 million** (**14.5%**) to **$12.8 million**, mainly due to increased depreciation and overheads outpacing sales growth[138](index=138&type=chunk)[139](index=139&type=chunk) [Six Months Ended June 30, 2025 Compared with the Six Months Ended June 30, 2024](index=38&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20Compared%20with%20the%20Six%20Months%20Ended%20June%2030%2C%202024) This section compares the company's financial results for the six months ended June 30, 2025, against the same period in 2024 | Segment Sales (prior to eliminations) | H1 2025 (in millions) | H1 2024 (in millions) | Change Amount (in millions) | Change % | | :------------------------------------ | :------ | :------ | :------------ | :------- | | Transportation Solutions | $747.0 million | $969.1 million | $(222.1) million | (22.9%) | | Parts & Services | $111.7 million | $104.1 million | $7.6 million | 7.3% | | Total Net Sales | $839.7 million | $1,065.9 million | $(226.2) million | (21.2%) | - New trailer shipments decreased by **15.9%** (**2,815** units) and new truck body shipments decreased by **18.7%** (**1,425** units) in the first six months of **2025** compared to the prior year[145](index=145&type=chunk) - TS segment gross profit decreased by **$100.786 million** (**73.1%**) to **$37.0 million**, primarily due to lower new trailer shipments and reduced fixed cost absorption. P&S segment gross profit decreased by **$4.915 million** (**17.4%**) to **$23.4 million**, mainly due to decreased sales in Components and Aftermarket Parts businesses[150](index=150&type=chunk)[151](index=151&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity position, capital structure, debt agreements, cash flows, and capital expenditures - Wabash's liquidity position (cash on hand and available borrowing capacity) was **$312.0 million** as of June **30**, **2025**, a decrease of **18%** from **$380.9 million** at June **30**, **2024**, and **26%** from **$421.9 million** at December **31**, **2024**[160](index=160&type=chunk)[175](index=175&type=chunk)[182](index=182&type=chunk) - The company's debt-to-equity ratio was approximately **1.1:1.0** as of June **30**, **2025**. Total debt obligations amounted to **$440.0 million**[158](index=158&type=chunk)[182](index=182&type=chunk) - For the first six months of **2025**, Wabash paid **$7.3 million** in dividends and repurchased **$24.1 million** in shares[159](index=159&type=chunk) [Capital Structure](index=40&type=section&id=Capital%20Structure) This section outlines the company's capital allocation strategy, including liquidity, leverage ratios, business investment, and shareholder returns - Wabash aims to optimize stockholder value through a balanced capital allocation strategy, including strong liquidity, healthy leverage ratios, business investment, and returning capital to shareholders. The debt-to-equity ratio was approximately **1.1:1.0** as of June **30**, **2025**[158](index=158&type=chunk) [Debt Agreements and Related Amendments](index=40&type=section&id=Debt%20Agreements%20and%20Related%20Amendments) This section details the company's Senior Notes and Revolving Credit Agreement, including terms, outstanding amounts, and covenant compliance - The Senior Notes due **2028** have a principal amount of **$400 million** with a **4.50%** interest rate, payable semi-annually. The Revolving Credit Agreement provides a **$350 million** facility maturing in September **2027**, with **$40.0 million** outstanding as of June **30**, **2025**[161](index=161&type=chunk)[169](index=169&type=chunk)[176](index=176&type=chunk) - Both debt agreements contain customary covenants, and Wabash was in compliance with all covenants as of June **30**, **2025**[166](index=166&type=chunk)[172](index=172&type=chunk) [Cash Flows](index=42&type=section&id=Cash%20Flows) This section analyzes the company's cash flows from operating, investing, and financing activities for H1 2025 and 2024 | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(16.1) million | $(6.4) million | | Net cash used in investing activities | $(47.8) million | $(43.4) million | | Net cash provided by (used in) financing activities | $5.8 million | $(52.2) million | - Operating cash flow used **$16.1 million** in H1 **2025**, an increase from **$6.4 million** used in H1 **2024**, primarily due to net income adjustments for non-cash legal matter expenses[179](index=179&type=chunk) - Investing activities used **$47.8 million** in H1 **2025**, including **$14.9 million** for capital expenditures, **$20.9 million** for revenue-generating assets, and **$10.4 million** for a note receivable to an unconsolidated entity[180](index=180&type=chunk) [Capital Expenditures](index=43&type=section&id=Capital%20Expenditures) This section details capital spending for property, plant, and equipment, and revenue-generating assets, along with future projections - Capital spending for property, plant, and equipment was **$14.9 million** for the first six months of **2025**, with an additional **$20.9 million** for revenue-generating assets[184](index=184&type=chunk) - Expected capital expenditures for property, plant, and equipment in **2025** are projected to be in the range of **$30** to **$40 million**[185](index=185&type=chunk) [Goodwill](index=43&type=section&id=Goodwill) This section confirms management's conclusion that there were no indicators of goodwill impairment during the reported periods - Management concluded there were no indicators of goodwill impairment during the three and six months ended June **30**, **2025**[186](index=186&type=chunk) [Contractual Obligations and Commercial Commitments](index=43&type=section&id=Contractual%20Obligations%20and%20Commercial%20Commitments) This section outlines the company's future contractual obligations and commercial commitments, including debt, leases, and purchase commitments | Obligation Type | 2025 (remainder, in millions) | 2026 (in millions) | 2027 (in millions) | 2028 (in millions) | 2029 (in millions) | Thereafter (in millions) | Total (in millions) | | :------------------------------------ | :--------------- | :--- | :--- | :--- | :--- | :--------- | :---- | | Debt (principal & interest) | $10.1 million | $20.3 million | $59.6 million | $418.0 million | $— | $— | $508.0 million | | Operating Leases | $7.0 million | $13.0 million | $8.1 million | $4.2 million | $2.7 million | $1.4 million | $36.5 million | | Other commercial commitments | $110.1 million | $0.2 million | $— | $— | $— | $— | $110.3 million | | Total obligations | $127.3 million | $33.5 million | $67.7 million | $422.2 million | $2.7 million | $1.4 million | $654.9 million | - Total contractual obligations and commercial commitments amount to **$654.889 million**, with the largest portion (**$422.236 million**) due in **2028**, primarily related to Senior Notes[187](index=187&type=chunk) - Commercial commitments include **$4.9 million** in letters of credit, **$17.7 million** in raw material purchase commitments through January **2026**, and **$87.7 million** in chassis agreements[189](index=189&type=chunk)[190](index=190&type=chunk)[191](index=191&type=chunk) [Backlog](index=44&type=section&id=Backlog) This section presents the company's 12-month and total backlog, highlighting decreases due to shipments outpacing new orders and softened demand | Backlog Type | June 30, 2025 | December 31, 2024 | Change % (vs Dec 31, 2024) | June 30, 2024 | Change % (vs June 30, 2024) | | :---------------- | :------------ | :---------------- | :------------------------- | :------------ | :-------------------------- | | 12-month backlog | $602 million | $813 million | (26%) | $959 million | (37%) | | Total backlog | $954 million | $1,169 million | (18%) | $1,301 million | (27%) | - Both **12-month** and total backlog decreased significantly from December **31**, **2024**, and June **30**, **2024**, primarily due to shipments outpacing new orders and softened demand in the **2025** markets[192](index=192&type=chunk) [Outlook](index=45&type=section&id=Outlook) This section provides industry forecasts for trailer production and outlines Wabash's strategies to adapt to market changes and mitigate risks - ACT Research and FTR Associations forecast a significant decrease in **2025** United States trailer production (**23.2%** and **19.6%** respectively) compared to **2024**, reflecting overall economic uncertainty and softening demand[194](index=194&type=chunk) - Long-term forecasts for **2026-2030** show a return to historical trailer industry production levels, with ACT forecasting **213,000** to **307,000** units annually[195](index=195&type=chunk) - Wabash is positioned to adapt to industry changes through its strong balance sheet, liquidity, diversification, and strategic focus on innovation, cost management, and hedging activities to mitigate raw material price risks[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) [Critical Accounting Policies and Estimates](index=45&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section confirms no material changes to the company's critical accounting policies and estimates since the prior annual report - There have been no material changes to the Company's Critical Accounting Policies and Estimates since the Annual Report on Form **10-K** for the year ended December **31**, **2024**[198](index=198&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section details Wabash National Corporation's exposure to financial and market risks, including commodity prices, interest rates, and foreign exchange [Commodity Prices](index=46&type=section&id=Commodity%20Prices) This section discusses the company's exposure to commodity price fluctuations and its strategies for managing this risk - Wabash is exposed to commodity price fluctuations (e.g., aluminum, steel, nickel) and manages this risk through fixed-price contracts with suppliers and financial derivatives. As of June **30**, **2025**, raw material purchase commitments totaled **$17.7 million** through January **2026**[200](index=200&type=chunk) - A hypothetical **10%** change in commodity prices would result in an approximate **$1.8 million** change in cost of goods sold, based on current commitments[200](index=200&type=chunk) [Interest Rates](index=46&type=section&id=Interest%20Rates) This section details the company's exposure to floating interest rates on its Revolving Credit Agreement and potential impact - As of June **30**, **2025**, Wabash had **$40.0 million** in floating rate debt under its Revolving Credit Agreement. A hypothetical **100** basis-point change in the floating interest rate would result in a **$0.4 million** change in interest expense over a one-year period[201](index=201&type=chunk) [Foreign Exchange Rates](index=46&type=section&id=Foreign%20Exchange%20Rates) This section addresses the company's exposure to Mexican peso exchange rate fluctuations and confirms an immaterial impact - Wabash is subject to Mexican peso exchange rate fluctuations, but a **10%** change would have an immaterial impact on results of operations. The company does not use derivative financial instruments for speculative purposes[202](index=202&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of Wabash National Corporation's disclosure controls and procedures and reports no material changes [Disclosure Controls and Procedures](index=46&type=section&id=Disclosure%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as of June 30, 2025 - The Company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective as of June **30**, **2025**[203](index=203&type=chunk) [Changes in Internal Controls over Financial Reporting](index=46&type=section&id=Changes%20in%20Internal%20Controls%20over%20Financial%20Reporting) This section reports no material changes in the company's internal control over financial reporting during Q2 2025 - There were no changes in the Company's internal control over financial reporting during the second quarter of fiscal year **2025** that materially affected or are reasonably likely to materially affect internal control over financial reporting[204](index=204&type=chunk) [PART II – OTHER INFORMATION](index=45&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section provides additional information, including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to detailed disclosures on legal proceedings, including the Product Liability Matter, provided in Note 14 and the Annual Report - Legal proceedings are detailed in Note **14**, 'Commitments and Contingencies,' of the unaudited condensed consolidated financial statements and in Item **3** of Part **I** of the Annual Report on Form **10-K** for the year ended December **31**, **2024**[205](index=205&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) This section highlights key risks that could materially and adversely affect Wabash National Corporation's business, financial condition, and operations - The unfavorable jury verdict in the Product Liability Matter, with an Adjusted Award of **$11.5 million** compensatory and **$108 million** punitive damages, poses a material adverse effect risk if not further reduced on appeal[207](index=207&type=chunk)[208](index=208&type=chunk) - Other significant risks include the cyclical nature of the business, economic conditions, customer relationships, reliance on suppliers, raw material price increases, ability to attract and retain workforce, and compliance with governmental regulations[126](index=126&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's share repurchase activities under its Board-approved program for the quarter ended June 30, 2025 [Purchases of Our Equity Securities](index=47&type=section&id=Purchases%20of%20Our%20Equity%20Securities) This section details the number of shares repurchased, average price, and remaining authorization under the share repurchase program | Period | Total Number of Shares Purchased | Average Price Paid per Share | Maximum Amount That May Yet Be Purchased (in millions) | | :----------------- | :------------------------------- | :--------------------------- | :--------------------------------------------------- | | April 1 - 30, 2025 | 371,695 | $9.87 | $106.8 | | May 1 - 31, 2025 | 415,683 | $8.84 | $103.1 | | June 1 - 30, 2025 | 299,304 | $9.98 | $100.0 | | Total (Q2 2025) | 1,086,682 | $9.51 | $100.0 | - For the quarter ended June **30**, **2025**, Wabash repurchased **1,085,489** shares under its repurchase program and an additional **1,193** shares for employee tax withholding obligations[209](index=209&type=chunk) [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) This section confirms no directors or executive officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements in Q2 2025 - No directors or executive officers adopted or terminated any Rule **10b5-1** or non-Rule **10b5-1** trading arrangements during the second quarter of **2025**[210](index=210&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications, the Omnibus Incentive Plan, and XBRL financial data - Exhibits include the **2025** Omnibus Incentive Plan, certifications of principal executive and financial officers, and financial statements formatted in iXBRL[211](index=211&type=chunk) [Signatures](index=48&type=section&id=Signatures) This section contains the required signatures for the Form 10-Q filing, confirming its submission by authorized personnel - The report is signed by Patrick Keslin, Senior Vice President and Chief Financial Officer, on July **25**, **2025**[212](index=212&type=chunk) ```

Financial Data and Key Metrics Changes - In Q2, consolidated revenue was $459 million, with gross margins at 9% and breakeven adjusted operating margins [23] - Adjusted EBITDA was $16 million, or 3.6% of sales, while adjusted net income attributable to common stockholders was negative $6.1 million, or negative $0.15 per diluted share [23] - Year-to-date operating cash flow was negative $16.1 million, with liquidity at $312 million as of June 30 [24] Business Line Data and Key Metrics Changes - Transportation Solutions generated revenue of $400 million and operating income of $13 million, while Parts and Services generated revenue of $60 million and operating income of $9.1 million [24] - Parts and Services segment grew 15% sequentially and 8.8% year over year, with EBITDA margins returning to the high teens [16] Market Data and Key Metrics Changes - Demand remains muted across the trailer industry, with shipment volumes expected to fall below basic replacement demand in 2025 [12] - The backlog declined to approximately $1 billion at the end of Q2, reflecting cautious customer behavior in capital spending [12] Company Strategy and Development Direction - The company is focusing on building resilient and recurring revenue streams through the Parts and Services segment, which is seen as a key driver of long-term stability and growth [6][21] - The company is committed to operational efficiency and cost discipline to offset inflationary pressures and rising costs [10] Management's Comments on Operating Environment and Future Outlook - Management noted that economic conditions remain softer than anticipated, with customers showing increased hesitation in capital spending [5] - The company expects to be near free cash flow breakeven for 2025, excluding capital investments in trailers as a service, and is cautiously optimistic about a return to growth in 2026 [13][30] Other Important Information - The company is actively engaged in legal matters stemming from a 2019 motor vehicle accident and is pursuing all available legal options [11] - Capital allocation priorities remain disciplined and growth-oriented, with a focus on maintaining dividends and evaluating share repurchases [25] Q&A Session Summary Question: Update on the overall trailer cycle for 2026 - Management indicated that capacity exiting the market is a key factor to watch for order rates to pick up, along with the fundamental freight-producing subsectors [35][36] Question: Industry efficiency with fewer assets - Management noted that there hasn't been substantial efficiency gains at scale, and the net inefficiency remains greater than efficiency created [40] Question: Details on parts and service growth - Management expressed confidence in continued growth for the Parts and Services segment, expecting a 20% improvement in the second half of the year [41][42] Question: Clarification on CapEx and investment in trailers as a service - Management confirmed that the $30 million to $40 million CapEx does not include investments in trailers as a service, which is separate [46] Question: Average sales price changes and driving factors - Management explained that the sequential drop in average sales price was primarily mix-driven, with a higher percentage of dry vans affecting ASP [49][51] Question: Market outlook and potential recovery - Management acknowledged the current market challenges but expressed hope that the darkest days may be behind, contingent on future market conditions [60][62]

Financial Performance - Q2 2025 - Revenue for Q2 2025 was $459 million[17] - GAAP EPS was $(0.23), while non-GAAP adjusted EPS was $(0.15)[13, 17] This excludes the appeal bond associated with the legal verdict[13] - Operating income was $(4.8) million, with an operating margin of (1.0)%, while non-GAAP adjusted operating income was $(0.1) million with an operating margin of 0.0%[17] - Net loss attributable to common stockholders was $(9.6) million, while the non-GAAP adjusted net loss was $(6.1) million[17] Segment Performance - Q2 2025 - Transportation Solutions revenue was $400 million with an operating margin of 3.1%[20] - Parts & Services revenue was $60 million with an operating margin of 15.2%[20] Cash Flow & Capital Allocation - Q2 2025 - Free cash flow was $(22.8) million[23] - Capital expenditures totaled $6.2 million[25] - Expenditures for revenue generating assets were $0.7 million[25] - Dividends paid amounted to $3.4 million[25] - Share repurchases totaled $10.4 million[25] 2025 Financial Outlook - The company reduced its 2025 outlook to a revenue midpoint of $1.6 billion and a non-GAAP adjusted EPS midpoint of $(1.15)[13, 28]

[Executive Summary](index=1&type=section&id=Executive%20Summary) This section provides an overview of Wabash's second quarter 2025 financial performance, full-year outlook, and management's strategic commentary [Second Quarter 2025 Financial Highlights](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights) Wabash reported a 16.7% decrease in Q2 2025 net sales to $458.8 million, resulting in a GAAP operating loss of $4.8 million and diluted EPS of $(0.23) Q2 Financial Performance (Millions) | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (%) | | :-------------------------------- | :------------------- | :------------------- | :--------- | | Net Sales | $458.8 | $550.6 | -16.7% | | Consolidated Gross Profit | $41.4 | $89.7 | -53.9% | | Gross Profit (% of Sales) | 9.0% | 16.3% | -7.3 pp | | GAAP Operating (Loss) Income | $(4.8) | $43.8 | -110.9% | | Non-GAAP Adjusted Operating (Loss) Income | $(0.1) | N/A | N/A | | GAAP Diluted EPS | $(0.23) | $0.64 | -135.9% | | Non-GAAP Adjusted Diluted EPS | $(0.15) | N/A | N/A | - The GAAP operating loss of **$4.8 million** includes a **$5 million** loss related to an appeal bond and contingent interest expense from a legal verdict[3](index=3&type=chunk)[5](index=5&type=chunk) [Full-Year 2025 Outlook](index=1&type=section&id=Full-Year%202025%20Outlook) Wabash has reduced its full-year 2025 revenue outlook to approximately $1.6 billion and its Non-GAAP adjusted EPS guidance to a range of $(1.30) to $(1.00), reflecting ongoing market challenges Full-Year 2025 Outlook | Metric | Previous Outlook | Revised Outlook | | :-------------------------- | :--------------- | :-------------- | | Full-Year 2025 Revenue | N/A | ~$1.6 billion | | Full-Year 2025 Non-GAAP Adjusted EPS | N/A | $(1.30) to $(1.00) | | Total Backlog (as of June 30, 2025) | N/A | ~$1.0 billion | - The total backlog as of June 30, 2025, was approximately **$1.0 billion**, as customers maintain a cautious approach to capital spending[4](index=4&type=chunk)[5](index=5&type=chunk) [Management Commentary](index=2&type=section&id=Management%20Commentary) Management noted muted trailer industry demand, revised 2025 shipment forecasts downward, and expects near free cash flow breakeven, with cautious optimism for 2026 growth - Demand remains muted across the trailer industry, with 2025 shipment volumes expected to fall well below basic replacement demand[6](index=6&type=chunk) - The company expects to be near **free cash flow breakeven** for 2025, excluding capital investments in Trailers as a Service[6](index=6&type=chunk) - Wabash is cautiously optimistic for a **return to growth in 2026**, based on early customer discussions and current industry forecasts[6](index=6&type=chunk) [Business Segment Performance](index=2&type=section&id=Business%20Segment%20Performance) The company's segments showed divergent performance, with Transportation Solutions declining significantly while Parts & Services achieved positive growth [Transportation Solutions](index=2&type=section&id=Transportation%20Solutions) The Transportation Solutions segment experienced a significant decline in Q2 2025, with net sales decreasing by 19.7% year-over-year to $400.2 million and operating income turning into a loss of $12.5 million Transportation Solutions Financials (Thousands) | Metric | Q2 2025 (Thousands) | Q2 2024 (Thousands) | Change (%) | | :-------------------------- | :------------------ | :------------------ | :--------- | | Net Sales | $400,214 | $498,705 | -19.7% | | Gross Profit | $28,600 | $74,689 | -61.7% | | Gross Profit Margin | 7.1% | 15.0% | -7.9 pp | | Income from Operations | $12,518 | $56,918 | -78.0% | | Income from Operations Margin | 3.1% | 11.4% | -8.3 pp | Transportation Solutions Units Shipped | Units Shipped | Q2 2025 | Q2 2024 | Change (%) | | :-------------- | :------ | :------ | :--------- | | Trailers | 8,640 | 9,245 | -6.6% | | Truck bodies | 3,190 | 3,925 | -18.8% | [Parts & Services](index=2&type=section&id=Parts%20%26%20Services) The Parts & Services segment showed positive growth in Q2 2025, with net sales increasing by 8.8% year-over-year to $59.7 million and maintaining a strong operating income margin of 15.2% Parts & Services Financials (Thousands) | Metric | Q2 2025 (Thousands) | Q2 2024 (Thousands) | Change (%) | | :-------------------------- | :------------------ | :------------------ | :--------- | | Net Sales | $59,744 | $54,901 | +8.8% | | Gross Profit | $12,800 | $14,969 | -14.5% | | Gross Profit Margin | 21.4% | 27.3% | -5.9 pp | | Income from Operations | $9,060 | $12,087 | -25.0% | | Income from Operations Margin | 15.2% | 22.0% | -6.8 pp | [Non-GAAP Financial Measures](index=2&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and explains the utility of various non-GAAP financial measures used by management to assess core operational performance [Adjusted Operating (Loss) Income](index=2&type=section&id=Adjusted%20Operating%20(Loss)%20Income) Adjusted operating (loss) income is a non-GAAP measure that excludes certain costs and expenses, such as those related to the Missouri legal matter, to provide a clearer view of the company's core operating results and trends - Adjusted operating (loss) income excludes costs, expenses, and other charges not considered indicative of core operating results, aiding in evaluating performance and trends[11](index=11&type=chunk) [Adjusted EBITDA](index=3&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA is a non-GAAP measure that adds back interest, taxes, depreciation, amortization, stock-based compensation, and other specific non-operating items to net (loss) income, offering insights into the company's operational performance - Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation, the Missouri legal matter, impairment and other, net, and other non-operating income and expense[12](index=12&type=chunk) - Management believes Adjusted EBITDA helps investors understand the Company's performance by excluding items not directly related to core operations[12](index=12&type=chunk) [Adjusted Net (Loss) Income and Diluted EPS](index=3&type=section&id=Adjusted%20Net%20(Loss)%20Income%20and%20Diluted%20EPS) Adjusted net (loss) income attributable to common stockholders and adjusted diluted (loss) earnings per share are non-GAAP measures that account for the Missouri legal matter and its related tax effects, facilitating period-to-period comparisons - These adjusted measures reflect an adjustment for the Missouri legal matter and its related tax effect[13](index=13&type=chunk) - Management uses these adjusted figures to provide a better understanding of the Company's performance compared to prior periods[13](index=13&type=chunk) [Free Cash Flow](index=3&type=section&id=Free%20Cash%20Flow) Free cash flow is a non-GAAP measure calculated as net cash from operating activities minus capital expenditures and expenditures for revenue-generating assets, providing insight into the company's cash generation capabilities - Free cash flow is defined as net cash (used in) provided by operating activities minus cash payments for capital expenditures minus expenditures for revenue generating assets[14](index=14&type=chunk) - This measure helps investors understand the Company's cash generation performance period-to-period[14](index=14&type=chunk) [Adjusted Segment EBITDA and Margin](index=3&type=section&id=Adjusted%20Segment%20EBITDA%20and%20Margin) Adjusted segment EBITDA and Margin are non-GAAP measures that add back depreciation and amortization to segment operating income, providing insights into segment-specific performance and trends - Adjusted segment EBITDA is calculated by adding back segment depreciation and amortization expense to segment operating income, excluding certain non-core costs[15](index=15&type=chunk) - Adjusted segment EBITDA Margin is calculated by dividing Adjusted segment EBITDA by segment total net sales[15](index=15&type=chunk) [Company Information](index=3&type=section&id=Company%20Information) This section provides details on the Q2 2025 conference call, an overview of Wabash's business, and a safe harbor statement regarding forward-looking information [Second Quarter 2025 Conference Call](index=3&type=section&id=Second%20Quarter%202025%20Conference%20Call) Wabash held its quarterly investor conference call on July 25, 2025, at 12:00 p.m. EDT, with access available via the company's website and a dedicated dial-in number - The conference call was held on Friday, **July 25, 2025**, at 12:00 p.m. EDT[17](index=17&type=chunk) - Access to the call and accompanying slide presentation was available on the 'Investors' section of www.onewabash.com, or by dialing (800) 715-9871 with conference ID 9986205[17](index=17&type=chunk) [About Wabash](index=3&type=section&id=About%20Wabash) Wabash (NYSE: WNC) is a leader in connected solutions for the transportation, logistics, and distribution industries, headquartered in Lafayette, Indiana - Wabash is a visionary leader of connected solutions for the transportation, logistics, and distribution industries[18](index=18&type=chunk) - The company's product range includes dry freight and refrigerated trailers, flatbed trailers, tank trailers, dry and refrigerated truck bodies, structural composite panels, trailer aerodynamic solutions, and specialty food grade processing equipment[18](index=18&type=chunk) [Safe Harbor Statement](index=4&type=section&id=Safe%20Harbor%20Statement) This section outlines the forward-looking nature of certain statements in the press release, emphasizing that actual results may differ materially due to various risks and uncertainties - The press release contains forward-looking statements regarding outlook for shipments, backlog, demand, profitability, cash flow, and strategic plans[19](index=19&type=chunk) - Actual results could differ materially due to risks such as the Missouri product liability action, the cyclical nature of the business, uncertain economic conditions, increased competition, and raw material shortages[19](index=19&type=chunk) [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) This section presents the company's condensed consolidated balance sheets, statements of operations, and statements of cash flows for relevant periods [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, Wabash reported total assets of $1,376.0 million, a decrease from $1,411.5 million at December 31, 2024, with total stockholders' equity increasing significantly Condensed Consolidated Balance Sheets (Thousands) | Metric (Thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :-------------- | :---------------- | | Total Current Assets | $623,921 | $594,488 | | Total Assets | $1,376,034 | $1,411,529 | | Total Current Liabilities | $372,391 | $308,409 | | Total Liabilities | $989,580 | $1,221,703 | | Total Wabash National Corporation Stockholders' Equity | $385,217 | $188,830 | - Cash and cash equivalents decreased from **$115.5 million** at year-end 2024 to **$57.4 million** by Q2 2025[22](index=22&type=chunk) - Retained earnings increased substantially from **$105.6 million** to **$320.3 million**[22](index=22&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2025, Wabash reported a net loss of $9.6 million, a significant decline from a net income of $29.2 million in Q2 2024, influenced by decreased net sales and a GAAP operating loss Condensed Consolidated Statements of Operations (Thousands) | Metric (Thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net Sales | $458,816 | $550,610 | $839,706 | $1,065,886 | | Gross Profit | $41,400 | $89,658 | $60,403 | $166,104 | | (Loss) Income from Operations | $(4,751) | $43,763 | $309,800 | $73,338 | | Net (Loss) Income | $(9,603) | $29,204 | $221,593 | $47,491 | | Diluted EPS | $(0.23) | $0.64 | $5.21 | $1.03 | - General and administrative expenses for the six months ended June 30, 2025, show a significant negative value of **$(267,676) thousand**, which likely includes a large gain or reversal related to the Missouri legal matter, impacting the income from operations[24](index=24&type=chunk)[32](index=32&type=chunk)[34](index=34&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating activities increased to $16.1 million, while net cash used in investing activities also rose, and financing activities provided cash Condensed Consolidated Statements of Cash Flows (Thousands) | Metric (Thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net Cash Used in Operating Activities | $(16,106) | $(6,388) | | Net Cash Used in Investing Activities | $(47,786) | $(43,388) | | Net Cash Provided by (Used in) Financing Activities | $5,831 | $(52,210) | | Net Decrease in Cash and Cash Equivalents | $(58,061) | $(101,986) | | Cash and Cash Equivalents at End of Period | $57,423 | $77,285 | - Expenditures for revenue generating assets amounted to **$20.9 million** in the first six months of 2025, compared to none in the same period of 2024[26](index=26&type=chunk) - Stock repurchases decreased to **$26.9 million** in 2025 from **$43.8 million** in 2024[26](index=26&type=chunk) [Segment and Non-GAAP Reconciliations](index=8&type=section&id=Segment%20and%20Non-GAAP%20Reconciliations) This section provides detailed GAAP segment information and reconciliations of various non-GAAP financial measures to their most directly comparable GAAP equivalents [Segment and Related Information (GAAP)](index=8&type=section&id=Segment%20and%20Related%20Information%20(GAAP)) This section provides detailed GAAP financial results for the Transportation Solutions and Parts & Services segments, including net sales by product type, gross profit, and income from operations Three Months Ended June 30, 2025 (Thousands) | Segment | New Trailers Sales | Equipment and Other Sales | Total Net External Sales | Gross Profit | Income (Loss) from Operations | | :---------------------- | :----------------- | :------------------------ | :----------------------- | :----------- | :---------------------------- | | Transportation Solutions | $312,931 | $87,283 | $400,214 | $28,600 | $12,518 | | Parts & Services | — | $25,869 | $59,744 | $12,800 | $9,060 | Six Months Ended June 30, 2025 (Thousands) | Segment | New Trailers Sales | Equipment and Other Sales | Total Net External Sales | Gross Profit | Income from Operations | | :---------------------- | :----------------- | :------------------------ | :----------------------- | :----------- | :--------------------- | | Transportation Solutions | $563,976 | $183,041 | $747,017 | $37,014 | $2,720 | | Parts & Services | — | $44,822 | $111,699 | $23,389 | $15,970 | Units Shipped - Three Months Ended June 30 | Type | 2025 | 2024 | | :--------- | :--- | :--- | | New trailers | 8,640 | 9,245 | | New truck bodies | 3,190 | 3,925 | | Used trailers | 30 | 20 | Units Shipped - Six Months Ended June 30 | Type | 2025 | 2024 | | :--------- | :--- | :--- | | New trailers | 14,930 | 17,745 | | New truck bodies | 6,190 | 7,615 | | Used trailers | 65 | 35 | [Reconciliation of Adjusted Operating (Loss) Income](index=10&type=section&id=Reconciliation%20of%20Adjusted%20Operating%20(Loss)%20Income) This reconciliation details the adjustments made to GAAP operating income to arrive at adjusted operating (loss) income, primarily highlighting the impact of the Missouri legal matter Three Months Ended June 30 (Thousands) | Segment | Income from Operations | Adjustments (Missouri legal matter) | Adjusted Operating (Loss) Income | | :---------------------- | :--------------------- | :---------------------------------- | :------------------------------- | | Transportation Solutions | $12,518 | — | $12,518 | | Parts & Services | $9,060 | — | $9,060 | | Corporate | $(26,329) | $4,613 | $(21,716) | | Consolidated | $(4,751) | $4,613 | $(138) | Six Months Ended June 30 (Thousands) | Segment | Income from Operations | Adjustments (Missouri legal matter) | Adjusted Operating (Loss) Income | | :---------------------- | :--------------------- | :---------------------------------- | :------------------------------- | | Transportation Solutions | $2,720 | — | $2,720 | | Parts & Services | $15,970 | — | $15,970 | | Corporate | $291,110 | $(337,387) | $(46,277) | | Consolidated | $309,800 | $(337,387) | $(27,587) | - The Missouri legal matter adjustment significantly impacted corporate and consolidated operating results, particularly for the six months ended June 30, 2025, where it was a **$(337,387) thousand** adjustment[32](index=32&type=chunk) [Reconciliation of Adjusted EBITDA](index=11&type=section&id=Reconciliation%20of%20Adjusted%20EBITDA) This reconciliation provides the calculation of Adjusted EBITDA by adding back various non-cash and non-operating expenses, including the Missouri legal matter, to net (loss) income Three Months Ended June 30 (Thousands) | Metric | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Net (Loss) Income | $(9,603) | $29,204 | | Income Tax (Benefit) Expense | $(2,692) | $9,768 | | Interest Expense | $5,308 | $4,948 | | Depreciation and Amortization | $14,070 | $13,719 | | Stock-based Compensation | $2,374 | $3,372 | | Missouri Legal Matter | $4,613 | — | | Adjusted EBITDA | $16,320 | $61,851 | Six Months Ended June 30 (Thousands) | Metric | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Net (Loss) Income | $221,593 | $47,491 | | Income Tax (Benefit) Expense | $75,409 | $16,191 | | Interest Expense | $10,334 | $9,936 | | Depreciation and Amortization | $29,102 | $26,455 | | Stock-based Compensation | $5,623 | $6,618 | | Missouri Legal Matter | $(337,387) | — | | Adjusted EBITDA | $7,121 | $107,408 | - Adjusted EBITDA for Q2 2025 was **$16.3 million**, a significant decrease from **$61.9 million** in Q2 2024. Year-to-date Adjusted EBITDA also saw a substantial drop from **$107.4 million** in 2024 to **$7.1 million** in 2025, primarily due to the Missouri legal matter adjustment[34](index=34&type=chunk) [Reconciliation of Adjusted Net (Loss) Income and Diluted EPS](index=11&type=section&id=Reconciliation%20of%20Adjusted%20Net%20(Loss)%20Income%20and%20Diluted%20EPS) This reconciliation adjusts GAAP net (loss) income and diluted EPS for the impact of the Missouri legal matter and its associated tax effects, providing a clearer view of underlying profitability Three Months Ended June 30 | Metric | 2025 | 2024 | | :------------------------------------------ | :----- | :----- | | Net (Loss) Income Attributable to Common Stockholders (Thousands) | $(9,589) | $28,958 | | Adjustments (Missouri legal matter) (Thousands) | $4,613 | — | | Tax Effect of Aforementioned Items (Thousands) | $(1,163) | — | | Adjusted Net (Loss) Income Attributable to Common Stockholders (Thousands) | $(6,139) | $28,958 | | Diluted (Loss) Earnings Per Share | $(0.23) | $0.64 | | Adjustments (Missouri legal matter) | $0.11 | — | | Tax Effect of Aforementioned Items | $(0.03) | — | | Adjusted Diluted (Loss) Earnings Per Share | $(0.15) | $0.64 | Six Months Ended June 30 | Metric | 2025 | 2024 | | :------------------------------------------ | :----- | :----- | | Net (Loss) Income Attributable to Common Stockholders (Thousands) | $221,352 | $47,125 | | Adjustments (Missouri legal matter) (Thousands) | $(337,387) | — | | Tax Effect of Aforementioned Items (Thousands) | $85,090 | — | | Adjusted Net (Loss) Income Attributable to Common Stockholders (Thousands) | $(30,945) | $47,125 | | Diluted (Loss) Earnings Per Share | $5.21 | $1.03 | | Adjustments (Missouri legal matter) | $(7.95) | — | | Tax Effect of Aforementioned Items | $2.01 | — | | Adjusted Diluted (Loss) Earnings Per Share | $(0.73) | $1.03 | - The adjusted diluted EPS for Q2 2025 was **$(0.15)**, compared to GAAP diluted EPS of **$(0.23)**. For the six months ended June 30, 2025, adjusted diluted EPS was **$(0.73)**, a significant decrease from GAAP diluted EPS of **$5.21**, primarily due to the Missouri legal matter adjustment[34](index=34&type=chunk) [Reconciliation of Free Cash Flow](index=12&type=section&id=Reconciliation%20of%20Free%20Cash%20Flow) This reconciliation shows the calculation of free cash flow by deducting capital expenditures and expenditures for revenue-generating assets from net cash (used in) provided by operating activities Three Months Ended June 30 (Thousands) | Metric | 2025 | 2024 | | :------------------------------------------ | :------- | :------- | | Net Cash (Used in) Provided by Operating Activities | $(15,834) | $11,022 | | Cash Payments for Capital Expenditures | $(6,227) | $(17,103) | | Expenditures for Revenue Generating Assets | $(741) | — | | Free Cash Flow | $(22,802) | $(6,081) | Six Months Ended June 30 (Thousands) | Metric | 2025 | 2024 | | :------------------------------------------ | :------- | :------- | | Net Cash (Used in) Provided by Operating Activities | $(16,106) | $(6,388) | | Cash Payments for Capital Expenditures | $(14,925) | $(36,288) | | Expenditures for Revenue Generating Assets | $(20,885) | — | | Free Cash Flow | $(51,916) | $(42,676) | - Free cash flow for Q2 2025 was **$(22.8) million**, a significant increase in cash usage compared to **$(6.1) million** in Q2 2024. Year-to-date free cash flow was **$(51.9) million**, compared to **$(42.7) million** in the prior year[36](index=36&type=chunk) [Reconciliation of Adjusted Segment EBITDA and Margin](index=13&type=section&id=Reconciliation%20of%20Adjusted%20Segment%20EBITDA%20and%20Margin) This reconciliation provides the Adjusted Segment EBITDA and Adjusted Segment EBITDA Margin for Transportation Solutions and Parts & Services, by adding back depreciation and amortization to segment operating income Three Months Ended June 30 (Thousands) | Segment | Income from Operations | Depreciation and Amortization | Adjusted Segment EBITDA | Adjusted Segment EBITDA Margin | | :---------------------- | :--------------------- | :---------------------------- | :---------------------- | :----------------------------- | | Transportation Solutions | $12,518 | $11,686 | $24,204 | 6.0% | | Parts & Services | $9,060 | $1,265 | $10,325 | 17.3% | Six Months Ended June 30 (Thousands) | Segment | Income from Operations | Depreciation and Amortization | Adjusted Segment EBITDA | Adjusted Segment EBITDA Margin | | :---------------------- | :--------------------- | :---------------------------- | :---------------------- | :----------------------------- | | Transportation Solutions | $2,720 | $24,384 | $27,104 | 3.6% | | Parts & Services | $15,970 | $2,417 | $18,387 | 16.5% | - Transportation Solutions' Adjusted Segment EBITDA margin decreased from **13.8%** in Q2 2024 to **6.0%** in Q2 2025, and from **12.9%** to **3.6%** year-to-date[38](index=38&type=chunk) - Parts & Services maintained a strong Adjusted Segment EBITDA margin, at **17.3%** for Q2 2025 and **16.5%** year-to-date[38](index=38&type=chunk)

Core Insights - Wabash reported a net sales of $458.8 million for Q2 2025, a decrease of 16.7% compared to Q2 2024 [2][7] - The company experienced a GAAP operating loss of $4.8 million, primarily due to a $5 million loss related to a legal verdict [2][7] - Total backlog as of June 30, 2025, was approximately $1.0 billion, indicating a cautious approach from customers regarding capital spending [3][7] Financial Performance - Consolidated gross profit for Q2 2025 was $41.4 million, representing 9.0% of sales, down from 16.2% in Q2 2024 [2][8] - Non-GAAP adjusted operating loss for the quarter was $0.1 million, while GAAP diluted earnings per share were $(0.23) [2][7] - The company reduced its full-year revenue outlook to approximately $1.6 billion and adjusted EPS guidance to a range of $(1.30) to $(1.00) [3][4] Market Environment - Demand in the trailer industry remains muted, with industry forecasts suggesting that 2025 shipment volumes will fall below basic replacement demand [4][7] - The company is cautiously optimistic about a return to growth in 2026 based on early discussions with customers and current industry forecasts [4][7] Business Segment Highlights - In Q2 2025, new trailers shipped totaled 8,640, down from 9,245 in Q2 2024, while new truck bodies shipped were 3,190, down from 3,925 [6][28] - Transportation Solutions segment net sales were $400.2 million, a decrease of 19.7% year-over-year, with an operating loss of $12.5 million [8][29] - Parts & Services segment net sales increased by 8.8% year-over-year to $59.7 million, with an operating income of $9.1 million [9][29]

Core Viewpoint - Wabash (NYSE: WNC) will host a quarterly earnings conference call to discuss its financial results for Q2 2025 on July 25, 2025, at 12:00 p.m. ET [1]. Group 1: Earnings Call Details - The earnings call will be accessible via a conference call number and will also be available for replay shortly after the presentation [2]. - Related materials, including the earnings press release and slides, will be posted on Wabash's website by 7:00 a.m. ET on the day of the call [2]. Group 2: Company Overview - Wabash is a leader in connected solutions for the transportation, logistics, and distribution industries, focusing on innovative products and services [3]. - The company designs and manufactures a variety of products, including trailers and specialty food-grade processing equipment, aimed at enhancing customer operations [3].

Core Insights - Wabash recognizes 38 top suppliers with the 2024 Supplier Awards for excellence in supply chain performance [1][2] - Fastenal and Whiting Door are awarded the Pinnacle Award, the highest honor for supplier of the year [2][4] - The awards are based on criteria such as innovation, quality, delivery, cost, and service [2] Company Highlights - Fastenal operates over 3,600 locations in 25 countries, providing a wide range of industrial supplies and services [3] - Fastenal's approach combines local expertise, technology, and logistics to enhance customer supply chains [3] - Whiting Door, founded in 1953, specializes in manufacturing roll-up doors and has a strong reputation for quality and innovation [4] - Whiting Door has three manufacturing locations and emphasizes ISO-certified processes and continuous improvement [4] Supplier Relationships - Wabash emphasizes the importance of collaborative supplier relationships for delivering innovative solutions [3] - Fastenal's partnership with Wabash focuses on operational integration and driving efficiencies [5] - Whiting Door highlights a long-standing relationship with Wabash based on shared goals and customer service [5] Awards and Recognition - In addition to the Pinnacle Award, 29 companies received Platinum Awards for ongoing excellence in supply chain performance [5] - Distinguished Supplier Awards were given to companies for outstanding customer service and business responsiveness [7]